End User License Agreement for Deepen AI Tools

Important

Read this agreement carefully before installing, using or accessing this software.

This End User License Agreement (the "EULA") constitutes a legal agreement between You, acting on behalf of your business entity as the end user ("Licensee"), and Deepen AI, Inc. including its wholly-owned subsidiaries (collectively "Deepen AI") for (the "Software"), which may include online versions of the software, object code versions of the software, associated media, printed materials, third party components and documentation. The software also includes any updates or upgrades to, or new versions of the original software, if and when made available to Licensee by Deepen AI.

By accessing, downloading, installing, or otherwise using the Software (including any updates, upgrades, or newer versions), Licensee agrees to be bound by the terms of this EULA. If Licensee does not agree to the terms of this EULA, do not access, download, install or otherwise use the Software.

Software Users

The term "Permitted Users" refers to those personnel of the Licensee who are authorized to access and use the Software on the Licensee's behalf in accordance with this EULA.

Data Processing

The term "Raw Data" refers to all Licensee provided documents, files, or other records containing or referencing any type of data uploaded to the Software including but not limited to Radar data, 3D Lidar point cloud information, and/or 2D camera information that have not been processed by the Software.

License Grant

Software is limited to use by Licensee through Permitted Users on Licensee's own Raw Data for Licensee's internal use during the Term and subject to the terms and conditions of this EULA and payment of the applicable license fees and subscription. Deepen AI grants Licensee a non-transferable, non-exclusive, revocable, limited license to use the Software in object code or web form. This license grant is contingent upon Licensee compliance with the licensing restrictions set forth herein.

License Restrictions

Licensee is prohibited from and shall not cause or permit any: (1) copying or modification of the Software; (2) creating derivative works based on all or any portion of the Software; (3) removal or modification of any notice of any patent, copyright, trademark or other proprietary rights that appear on or in the Software; (4) reverse engineering, decompilation, translation, disassembly or discovery of the source code of all or any portion of the Software; (5) distribution, disclosure, marketing, leasing, reselling, assigning, loaning, sublicensing, renting or transferring to any third party, including Licensee's end user customers, interactive or other service; (6) merging of the Software into another product; or (7) disclosure to any third party of the results of any testing or performance benchmarks of the Software or other Deepen AI product without Deepen AI's prior written consent.

License Term, Termination, and Suspension

The license term of this EULA begins on the day that it is accepted by Licensee and continues for so long as there is an active, paid subscription (the "Term") and Licensee complies with the terms and conditions of this EULA.

Deepen AI may terminate this EULA immediately, including prior to the expiration of the term of a Support Plan or subscription period, if Licensee fails to make any payment when due. Further, Deepen AI may terminate orders for Support Plans and subscriptions immediately if: (i) Licensee declares bankruptcy or is adjudicated bankrupt; or (ii) a receiver or trustee is appointed for Licensee or substantially all of Licensee's assets. Licensee's license to use the Software terminates automatically on Licensee's breach of License and Restrictions. Deepen AI may terminate this EULA for noncompliance, and you must destroy all copies of the Software and any corresponding software keys in your possession or control and certify in writing to Deepen AI or its authorized distributor that all copies have been destroyed.

Deepen AI may suspend all or any part of the Support Plan or delivery of any Software during any period that Licensee is in breach of this EULA. Unless Deepen AI has terminated the EULA for breach, Deepen AI may reinstate the suspended element of the Support Plan or Software after Licensee cures the breach that is the basis for the suspension.

Ownership

Deepen AI retains all title, ownership, interests and intellectual property rights in and to the Software and deems the Software to be confidential information. To the extent the Software contains any materials licensed from third parties, third party suppliers may own such licensed materials. Deepen AI retains all rights not expressly granted to Licensee in this EULA. Licensee agrees to protect and maintain the confidentiality of the Software, and not to disclose the Software to any third parties except as expressly permitted in this EULA. Licensee acknowledges that its breach of confidentiality shall cause Deepen AI irreparable injury and entitle Deepen AI to obtain equitable relief, in addition to all other remedies available. Licensee further acknowledges that Licensee is acquiring only a limited license to use the Software and not any title to or ownership of the Software or any part thereof and that the Software is proprietary to and copyrighted by Deepen AI. Software is copyrighted and licensed, not sold.

Feedback

Deepen AI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Software in connection with use by Licensee. Deepen AI may use such information and data to improve and enhance the Software and for other development, diagnostic and corrective purposes. Deepen AI shall have the sole proprietary right and exclusive license to any feedback, suggestions, improvements or other information provided by Licensee on the Software.

Limited Warranty and Disclaimer

Deepen AI does not warrant that the Software will meet Licensee's requirements, or that the Software will operate in the combinations which Licensee may select for use, or that the operation of the Software will be uninterrupted or error-free. THE LIMITED WARRANTY SET FORTH IN THIS EULA IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPEN AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. LICENSEE ACKNOWLEDGES THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF DEEPEN AI'S THIRD-PARTY SUPPLIERS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEEPEN AI OR ITS THIRD-PARTY SUPPLIERS BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, WHETHER BASED IN CONTRACT, TORT, OR ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS FOR BODILY INJURY OR DEATH OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY DEEPEN AI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN ANY CASE, DEEPEN AI'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA, OR USE BY THE LICENSEE OF THE SOFTWARE, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSE THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIMITATIONS SET FORTH IN THIS EULA MAY NOT APPLY TO LICENSEE. IN ADDITION, DEEPEN AI, ON ITS OWN BEHALF AND ON BEHALF OF ITS THIRD-PARTY SUPPLIERS, RESELLERS AND DISTRIBUTORS DISCLAIM ALL LIABILITY OF ANY KIND.

Third Party Components

Software provided under this EULA may be distributed with certain freeware, open source ("Open Source Software") or other third-party components which, if included, are provided pursuant to the terms of the applicable license governing its use and distribution. You can request Open Source Software license terms by emailing legal@deepen.ai.

DEEPEN AI THEREFORE PROVIDES SUCH THIRD PARTY COMPONENTS AND OPEN SOURCE SOFTWARE ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY EXPRESSLY DISCLAIMS WITH RESPECT TO ANY SUCH THIRD PARTY COMPONENTS AND OPEN SOURCE SOFTWARE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (B) ALL LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA OR LOST PROFITS, HOWEVER ARISING, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN WHERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Support

Deepen AI provides paid technical support for this Software during business hours over telephone and email. Technical Support may be provided on either a time and material basis or under the terms of a separate maintenance and support agreement ("Support Plan"). If Licensee purchases a Support Plan, Deepen AI will provide technical support for the Software during the Support Plan term in accordance with the Support Plan purchased by Licensee. The Support Plan term is the initial term of the Support Plan and any renewal term that the parties may agree via a written order that is entered into prior to the expiration of the initial term or then current renewal term of the Support Plan, as applicable.

Nuclear, Aviation or Life Support Application

Deepen AI specifically disclaims liability for use of the Software in connection with the design, construction, maintenance, and/or operation of any (i) nuclear facility, (ii) aircraft, aircraft communication or aircraft ground support system, or (iii) safety or health care control system, including without limitation, life support system. Such use is entirely Licensee's own risk. Deepen AI shall not be liable to Licensee, its vendors, or its customers, in whole or in part, for any claims or damages arising from such use. Licensee agrees to defend, indemnify and hold Deepen AI harmless from and against any and all claims (including reasonable attorneys' fees) arising out of any such use by Licensee or its customers.

U.S. Government Restricted Rights

The Software and the related documentation provided are a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software and the related documentation with only those rights set forth in this EULA.

Export Controls

Licensee acknowledges that the Software provided under this EULA are subject to the provisions of the U.S. Export Administration Regulations and may be subject to export and import regulations in countries outside the U.S., and agrees to comply with all such applicable laws and regulations, as required. Licensee acknowledges and agrees that it will not import, export, re-export, transfer or use, directly or indirectly, the Software in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, but is not limited to, the export regulations of the United States, and the import and export restrictions of any country in which End-User transacts business. Licensee also agrees that it will not export, import, transfer, use or re-export the Software, directly or indirectly (i) to any U.S. embargoed country; (ii) to any person or entity on a denial list published by the U.S. Government; or (iii) for any end use that is prohibited by United States or other applicable law, including nuclear, missile, chemical biological weaponry or other weapons of mass destruction. Licensee acknowledges that certain Software or technologies may be classified as "restricted encryption" items under section 740.17(b)(2) of the U.S. Export Administration Regulations and may require export licenses or U.S. re-export approval when being shipped from the U.S. or other countries. Licensee agrees to indemnify, defend (with counsel approved in writing in advance by Deepen AI) and hold Deepen AI, its affiliates, subsidiaries, officers, directors, employees and agents, harmless against any claims for cost, damage, expense or liability arising out of or in connection with any breach of Licensee's obligations under this Section.

General

The terms and conditions of this EULA constitute the entire agreement between Deepen AI and Licensee with respect to the subject matter hereof, and supersede all prior or contemporaneous oral or written representations, proposals or agreements concerning the subject matter herein. The terms and conditions herein take precedence over any additional or different terms, from whatever source, including Licensee's purchase order or other correspondence, to which objection is hereby made by Deepen AI. Without limiting the foregoing, Licensee agrees that flow down provisions, including, but not limited to United States Government Federal Acquisition Regulations ("FARs"), Defense FARs or NASA FARs, shall not apply to Deepen AI and Deepen AI does not accept such provisions notwithstanding the existence of such provisions. None of the terms and conditions in this EULA will be deemed waived, amended or modified by Deepen AI unless such waiver, amendment or modification is made in writing and signed by an authorized representative of Deepen AI. No waiver of rights contained in this EULA shall constitute a subsequent waiver of such rights or any other rights hereunder. If any provision of this EULA is held to be invalid or unenforceable by a proper authority having jurisdiction over this EULA, that provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remainder of this EULA shall continue in full force and effect. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this EULA (including without limitation its licenses with respect to the Software) to any third party without Licensor's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. This EULA is governed by the laws of the State of California, without reference to its conflict of law principles.

Governing Law and Venue

All disputes arising out of this EULA shall be subject to the exclusive jurisdiction of the state and Federal courts located in Santa Clara County, California, and the parties agree and submit to the personal and non-exclusive jurisdiction and venue of these courts, and agree that service on Licensee at its address of public record constitutes valid service for any proceeding in the courts of that jurisdiction and this EULA shall be governed by the laws of California without reference to conflict of laws principles. Notices to Deepen AI shall be sent to legal@deepen.ai.

Acknowledgment

By accessing, downloading, installing or otherwise using the Software, Licensee acknowledges and agrees to have read this EULA and agreed to its terms. Furthermore, Licensee agrees this EULA is the complete and exclusive statement of the agreement between Deepen AI and Licensee respecting the Software, Maintenance and Support and related documentation and it supersedes any proposal or prior agreement, oral or written, and any other communication between Deepen AI and Licensee relating to the subject matter of this EULA. This EULA cannot be modified by any purchase order or other document submitted by Licensee.